EFJI » Topics » ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

These excerpts taken from the EFJI 10-K filed Mar 13, 2008.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Incorporated by reference in this Annual Report is the information required by this Item 12 contained in the section entitled “Security Ownership” of our Proxy Statement.

 

The following table summarizes our equity compensation plan information as of December 31, 2007. Information is included for both equity compensation plans which were approved by our stockholders. We currently maintain two equity compensation plans, the 1996 Stock Incentive Plan and the 2005 Omnibus Incentive Plan. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the 1996 Stock Incentive Plan and 2005 Omnibus Incentive Plan as of December 31, 2007.

 

Plan Category


   (a)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

   (b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights

   (c)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))

Equity compensation plans approved by security holders (1)

   1,608,262    $ 7.26    241,310

Equity compensation plans not approved by security holders

   0    $ 0.00    0
    
  

  

Total

   1,608,262    $ 7.26    241,310
    
  

  

(1) Under the 2005 Omnibus Incentive Plan, the Compensation Committee may make various stock-based awards. In addition, shares covered by outstanding awards may become available for new awards if, among other things, the outstanding awards are forfeited or otherwise are terminated before the awards vest and shares are issued.
(2) The 1996 Stock Incentive Plan terminated under its own terms on December 31, 2006. As such, there are no securities remaining for future issuance under this Plan.

 

51


In addition, the Company maintains the 1999 Non-Employee Director Stock Purchase Plan under which the non-employee directors of the Company may elect to receive some or all of their compensation for serving on the Board of Directors of the Company in the form of Company common stock. During 2007, Veronica Haggart and Thomas Thomsen elected to participate in the 1999 Plan. As of December 31, 2007, there were 74,326 shares available for issuance under this Plan.

 

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

 

Incorporated by reference in this
Annual Report is the information required by this Item 12 contained in the section entitled “Security Ownership” of our Proxy Statement.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following table summarizes our equity compensation plan information as of December 31, 2007. Information is included for both equity compensation
plans which were approved by our stockholders. We currently maintain two equity compensation plans, the 1996 Stock Incentive Plan and the 2005 Omnibus Incentive Plan. The following table sets forth information regarding outstanding options and
shares reserved for future issuance under the 1996 Stock Incentive Plan and 2005 Omnibus Incentive Plan as of December 31, 2007.

 


































































Plan Category


  (a)
Number of
securities to be
FACE="Times New Roman" SIZE="1">issued upon
exercise of
outstanding
SIZE="1">options, warrants
and rights

  (b)
Weighted-average
exercise price
of

outstanding
options, warrants
and rights

COLOR="#000000">
  (c)
Number of
securities
FACE="Times New Roman" SIZE="1">remaining
available for
future issuance
under
equity

compensation
plans (excluding
securities reflected
FACE="Times New Roman" SIZE="1">in column (a))

Equity compensation plans approved by security holders (1)

  1,608,262  $7.26  241,310

Equity compensation plans not approved by security holders

  0  $0.00  0
   
  

  

Total

  1,608,262  $7.26  241,310
   
  

  





(1)Under the 2005 Omnibus Incentive Plan, the Compensation Committee may make various stock-based awards. In addition, shares covered by outstanding awards may become available for new
awards if, among other things, the outstanding awards are forfeited or otherwise are terminated before the awards vest and shares are issued.




(2)The 1996 Stock Incentive Plan terminated under its own terms on December 31, 2006. As such, there are no securities remaining for future issuance under this Plan.

 


51








In addition, the Company maintains the 1999 Non-Employee Director Stock Purchase Plan under which the
non-employee directors of the Company may elect to receive some or all of their compensation for serving on the Board of Directors of the Company in the form of Company common stock. During 2007, Veronica Haggart and Thomas Thomsen elected to
participate in the 1999 Plan. As of December 31, 2007, there were 74,326 shares available for issuance under this Plan.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:11%; text-indent:-11%">ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

STYLE="margin-top:0px;margin-bottom:-6px"> 

Incorporated by reference in this Annual Report is the information required
by this Item 13 contained in the section entitled “Corporate Governance And Information About Directors—Certain Relationships and Related Transactions” of our Proxy Statement.

STYLE="margin-top:0px;margin-bottom:0px"> 

This excerpt taken from the EFJI 10-K filed Mar 7, 2007.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Incorporated by reference in this Annual Report is the information required by this Item 12 contained in the section entitled “Security Ownership” of our Proxy Statement.

 

The following table summarizes our equity compensation plan information as of December 31, 2006. Information is included for both equity compensation plans which were approved by our stockholders. We currently maintain two equity compensation plans, the 1996 Stock Incentive Plan and the 2005 Omnibus Incentive Plan. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the 1996 Stock Incentive Plan and 2005 Omnibus Incentive Plan as of December 31, 2006.

 

Plan Category


  

(a)

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights


  

(b)

Weighted-average
exercise price of
outstanding
options, warrants
and rights


  

(c)

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))


Equity compensation plans approved by security holders (1)

   1,503,672    $ 6.91    613,250

Equity compensation plans not approved by security holders

   0      0    0
    
  

  

Total

   1,503,672    $ 6.91    613,250
    
  

  

(1) Under the 2005 Omnibus Incentive Plan, the Compensation Committee may make various stock-based awards. In addition, shares covered by outstanding awards may become available for new awards if, among other things, the outstanding awards are forfeited or otherwise are terminated before the awards vest and shares are issued.
(2) The 1996 Stock Incentive Plan terminated under its own terms on December 31, 2006. As such, there are no securities remaining for future issuance under this Plan.

 

In addition, the Company maintains the 1999 Non-Employee Director Stock Purchase Plan under which the non-employee directors of the Company may elect to receive some or all of their compensation for serving on the

 

48


Table of Contents

Board of Directors of the Company in the form of Company common stock. During 2006, Veronica Haggart and Thomas Thomsen elected to participate in the 1999 Plan. As of December 31, 2006, there were 79,963 shares available for issuance under this Plan.

 

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